FAAC, INC. 2 - 2006 - Laserfiche WebLink

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7. ACCEPTANCE Acceptance of said Equipment shall be accomplished using such test procedures or programs established by PAAC which demonstrate the published capabilities of said Equipment and software identified and listed in the purchase order. P AAC will perform such testing at City site after cornpletion of installation. City shall be conclusively deemed to have accepted said Equipment and software when PAAC demonstrates that the applicable diagnostic or verification program(s) work properly. 8. WARRANTY PAAC warrants that said Equipment and software will be free from defects in materials and workmanship and will conform to P AAC' s applicable specifications for a period of one year from the date of shipment or acceptance, whichever occurs last. Any warranty on individual components extending beyond this period will be honored and transferred accordingly. This warranty is valid only when the products are installed in accordance with the PAAC operator rnanuals provided at the tirne of shipment. Written notice of any breach of warranty must be delivered to PAAC within sixty (60) days of the expiration of the warranty period. This warranty will be voided by movement of the system from the original installation site. PAAC will either repair or replace, at its option, all parts which become defective due to faulty workmanship or materials during the warranty period, provided that said parts are returned to PAAC's depot facility for examination. This warranty does not apply to defects caused by accident, acts of God, misuse, alteration, City's improper integration, installation or maintenance, or to inadequacies of electrical power, air conditioning or humidity control. Except for the express warranty stated above, FAAC grants no warranties either expressed or implied on any FAAC products. City's sole and exclusive remedy in the even that any product does not conform to this warranty shall be the repair or replacement of the item or parts, or refund of paid lease payments, at PAAC's option. Any product claimed to be nonconforming, must be shipped to the repair location specified by PAAC, at City's expense. Such product will be repaired or replaced within a reasonable tirne period. PAAC's acceptance of any product so shipped shall not be deemed an admission that the product is nonconforming, and, ifPAAC finds that any product returned is not defective, such product will be reshipped to City at City's expense. 9. GRANT OP SOFTWARE LICENSE This Agreement is subject to PAAC's "Proprietary Software License Agreement" attached hereto as Exhibit 1. 10. PATENT INFRINGEMENT AND INDEMNIFICATION 10.1 PAAC shall, if notified promptly and given authority, information, and assistance by City, defend any suit or proceeding brought against City which is based on a claim that any Equiprnent or part thereof, furnished pursuant to this Agreement constitutes an infringement of any U.S. Letters Patent. In such case PAAC shall pay damages and costs awarded in such suit or proceeding against City which are attributable to such claims. In case such Equipment is held to infringe any such patent and the use thereof is enjoined, PAAC shall either (1) obtain for City the Santa Ana, CSA FAAC Page 4 2.6.06